SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(AMENDMENT NO. 1)1

 

The Brazil Fund, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

105759104

(CUSIP Number)

 

Andrew M. Weiss

29 Commonwealth Avenue

10th Floor

Boston, MA 02116

(617) 778-7725

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

May 30, 2006

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13(d)-1(g), check the following box o.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

(Page 1 of 6 Pages)

______________________________________

1/ The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No.     105759104

13D

Page 2 of 10 Pages

 

 

 

 

1

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

 

Weiss Asset Management, LLC

Weiss Capital, LLC

Andrew M. Weiss

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a) o

(b) o

3

SEC USE ONLY

4

SOURCE OF FUNDS*

WC

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    o

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Weiss Asset Management, LLC is a Delaware limited liability company.

Weiss Capital, LLC is a Delaware limited liability company.

Andrew M. Weiss is a United States citizen.

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

Weiss Asset Management, LLC -- 0 shares

Weiss Capital, LLC -- 0 shares

Andrew M. Weiss -- 0 shares

 

8

SHARED VOTING POWER

 

Weiss Asset Management, LLC -- 4,991,816 shares (see Item 5)

Weiss Capital, LLC -- 780,327 shares (see Item 5)

Andrew M. Weiss -- 5,772,143 shares (see Item 5)

9

SOLE DISPOSITIVE POWER

 

Weiss Asset Management, LLC -- 0 shares

Weiss Capital, LLC -- 0 shares

Andrew M. Weiss -- 0 shares

10

SHARED DISPOSITIVE POWER

 

Weiss Asset Management, LLC -- 4,991,816 shares (see Item 5)

Weiss Capital, LLC -- 780,327 shares (see Item 5)

Andrew M. Weiss -- 5,772,143 shares (see Item 5)

 

 

 

 

CUSIP No.     105759104

13D

Page 3 of 10 Pages

 

 

 

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

Weiss Asset Management, LLC -- 4,991,816 shares -- 30.7% (see Item 5)

Weiss Capital, LLC -- 780,327 shares -- 4.8% (see Item 5)

Andrew M. Weiss -- 5,772,143 shares -- 35.5% (see Item 5)

 

12

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES* o

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

Weiss Asset Management, LLC -- 4,991,816 shares -- 30.7% (see Item 5)

Weiss Capital, LLC -- 780,327 shares -- 4.8% (see Item 5)

Andrew M. Weiss -- 5,772,143 shares -- 35.5% (see Item 5)

 

14

TYPE OF REPORTING PERSON*

 

Weiss Asset Management, LLC -- OO

Weiss Capital, LLC -- OO

Andrew M. Weiss -- IN

 

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Item 1. Security and Issuer.

 

This statement relates to certain shares (the "Shares") of common stock, par value $0.01 per share, of The Brazil Fund, Inc. (the "Issuer"), a Maryland corporation with principal offices at 345 Park Avenue, New York, NY 10154.

 

Item 2. Identity and Background.

 

(a) The names of the persons filing this statement are Weiss Asset Management, LLC, Weiss Capital, LLC and Andrew M. Weiss. This statement on Schedule 13D is filed on behalf of all such Reporting Persons.

 

(b) The business address of each of the Reporting Persons is 29 Commonwealth Avenue, 10th Floor, Boston, MA 02116.

 

(c) The principal business of Weiss Asset Management, LLC is Investment Management. The principal business of Weiss Capital, LLC is Investment Management. Mr. Weiss's principal occupation is Investment Professional.

 

(d) During the past five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a

 

CUSIP No.     105759104

13D

Page 4 of 10 Pages

 

 

judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Each of Weiss Asset Management, LLC and Weiss Capital, LLC is a Delaware limited liability company. Mr. Weiss is a United States citizen.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The Shares were acquired in open market purchases by a private investment partnership ("BIP") of which Weiss Asset Management, LLC is the General Partner and a private investment corporation ("BGO") of which Weiss Capital, LLC is the Investment Manager for an aggregate of approximately $348,231,000 cash. Mr. Weiss is the Managing Member of each of Weiss Asset Management, LLC and Weiss Capital, LLC.

 

The source of such funds was the working capital of such private investment partnership and private investment corporation.

 

Item 4. Purpose of Transaction.

 

The Shares were acquired for investment purposes. From time to time, the Reporting Persons may consider the feasibility and advisability of various alternative courses of action with respect to their investment in the Issuer including, without limitation, (i) to hold the Shares as a passive investor or as an active investor (including as a member of a "group" with other beneficial owners of the Issuer's securities), (ii) to acquire beneficial ownership of additional securities of the Issuer in the open market, in privately negotiated transactions or otherwise, (iii) to take other actions which could involve one or more of the types of transactions or have one or more of the results described in Item 4 of Schedule 13D (including, without limitation, a change in the present composition of the Board of Directors of the Issuer and to fill any then existing vacancies on such Board), (iv) to enter into agreements with potential business combination partners to facilitate a transaction with the Issuer or (v) to change their intention with respect to any or all of the matters referred to above or in Item 4. The Reporting Persons' decisions and actions with respect to such possibilities will depend upon a number of factors, including, without limitation, the actions of the Issuer with respect to the potential acquisitions or business combinations, market activity in the Issuer's securities, an evaluation of the Issuer and its prospects, general market and economic conditions, conditions specifically affecting the Reporting Persons and other factors which the Reporting Persons may deem relevant to their investment decisions.

 

Except as set forth above, none of the Reporting Persons has any plans or proposals that relate to or would result in any of the actions described in Item 4 of Schedule 13D.

 

Item 5. Interest in Securities of the Issuer.

 

(a) and (b)          4,991,816 Shares, representing approximately 30.7% of the outstanding shares of the Issuer, are held by BIP. Weiss Asset Management, LLC is the General Partner of BIP. Mr. Weiss is the Managing Member of Weiss Asset Management, LLC and in such capacity has the power to vote and dispose of such Shares.

 

780,327 Shares, representing approximately 4.8% of the outstanding shares of the Issuer, are held by BGO. Weiss Capital, LLC is the Investment Manager of BGO. Mr. Weiss is the Managing Member of Weiss Capital, LLC and in such capacity has the power to vote and dispose of such Shares.

 

 

CUSIP No.     105759104

13D

Page 5 of 10 Pages

 

 

 

All share numbers and ownership percentages reported herein are as of June 6, 2006. All ownership percentages reported herein are based on 16,241,288 shares of the Issuer's common stock issued and outstanding as of April 3, 2006, as reported by the Issuer in its Schedule 14A Proxy Statement filed with the Securities and Exchange Commission on April 12, 2006. Each of the Reporting Persons disclaims beneficial ownership of all of the Shares, except to the extent of its or his pecuniary interest therein, and the filing of this Amendment 1 to Schedule 13D shall not be deemed an admission of beneficial ownership of any Shares for any purpose.

 

(c) During the past 60 days, BIP and BGO effected the transactions in the Issuer's common stock as set forth on Exhibit 1 attached hereto.

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Not applicable.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1

Transactions Effected in Last 60 Days

Exhibit 2

Joint Filing Agreement

 

 

CUSIP No.     105759104

13D

Page 6 of 10 Pages

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

 

June 7, 2006

 

 

WEISS ASSET MANAGEMENT, LLC

 

By:

/s/ Andrew M. Weiss

 

 

Name: Andrew M. Weiss

 

 

Title: Managing Member

 

 

 

 

 

 

 

WEISS CAPITAL, LLC

 

By:

/s/ Andrew M. Weiss

 

 

Name: Andrew M. Weiss

 

 

Title: Managing Member

 

 

 

 

 

 

 

Andrew M. Weiss

 

/s/ Andrew M. Weiss

 

 

 

CUSIP No.     105759104

13D

Page 7 of 10 Pages

 

Exhibit 1

 

Transactions Effected in Last 60 Days

 

Transactions by BIP:

 

Date

Type of Transaction

Number of Shares

 Purchase Price Per Share ($) 

3/27/2006

Open Market Purchase

20,790

                   59.54

3/28/2006

Open Market Purchase

2,900

                   58.72

3/28/2006

Open Market Purchase

2,000

                   58.04

3/29/2006

Open Market Purchase

14,070

                   58.89

3/30/2006

Open Market Purchase

2,000

                   60.15

3/31/2006

Open Market Purchase

4,340

                   60.33

4/3/2006

Open Market Purchase

6,510

                   61.99

4/4/2006

Open Market Purchase

23,940

                   62.86

4/5/2006

Open Market Purchase

8,330

                   62.65

4/5/2006

Open Market Purchase

10,094

                   62.94

4/6/2006

Open Market Purchase

10,430

                   63.29

4/6/2006

Open Market Purchase

100

                   63.06

4/11/2006

Open Market Purchase

5,460

                   61.62

4/12/2006

Open Market Purchase

2,300

                   61.99

4/12/2006

Open Market Purchase

100

                   61.11

4/19/2006

Open Market Purchase

2,020

                   64.55

4/20/2006

Open Market Purchase

300

                   64.68

4/21/2006

Open Market Purchase

3,500

                   66.23

4/25/2006

Open Market Purchase

3,640

                   64.41

4/26/2006

Open Market Purchase

9,100

                   65.27

4/26/2006

Open Market Purchase

100

                   65.15

 

 

 

 

 

CUSIP No.     105759104

13D

Page 8 of 10 Pages

 

 

4/27/2006

Open Market Purchase

21,000

                   64.92

4/28/2006

Open Market Purchase

14,770

                   65.63

5/1/2006

Open Market Purchase

3,500

                   66.38

5/2/2006

Open Market Purchase

14,700

                   67.70

5/3/2006

Open Market Purchase

3,888

                   67.83

5/4/2006

Open Market Purchase

65,160

                   68.51

5/5/2006

Open Market Purchase

8,500

                   69.41

5/8/2006

Open Market Purchase

31,752

                   69.91

5/9/2006

Open Market Purchase

2,300

                   70.30

5/10/2006

Open Market Purchase

79,900

                   70.43

5/11/2006

Open Market Purchase

33,900

                   68.32

5/11/2006

Open Market Sale

2,900

                   70.13

5/12/2006

Open Market Purchase

30,800

                   65.50

5/15/2006

Open Market Purchase

23,688

                   62.72

5/16/2006

Open Market Purchase

4,248

                   63.40

5/17/2006

Open Market Purchase

40,500

                   61.07

5/18/2006

Open Market Purchase

50,328

                   61.31

5/18/2006

Open Market Purchase

36,000

                   61.23

5/19/2006

Open Market Purchase

18,700

                   61.32

5/19/2006

Open Market Purchase

625,000

                   61.28

5/22/2006

Open Market Purchase

2,373

                   57.31

5/22/2006

Open Market Purchase

5,950

                   57.18

5/22/2006

Open Market Purchase

1,020,000

                   58.15

5/23/2006

Open Market Purchase

4,608

                   59.21

 

 

 

 

 

CUSIP No.     105759104

13D

Page 9 of 10 Pages

 

 

5/23/2006

Open Market Purchase

4,000

                   58.69

5/23/2006

Open Market Purchase

425,000

                   60.30

5/24/2006

Open Market Purchase

54,655

                   58.47

5/24/2006

Open Market Purchase

425,850

                   58.84

5/25/2006

Open Market Purchase

1,152

                   58.83

5/30/2006

Open Market Purchase

189,360

                   58.97

5/30/2006

Open Market Purchase

50,400

                   58.87

5/31/2006

Open Market Purchase

391,464

                   60.52

5/31/2006

Open Market Purchase

20,160

                   60.76

6/1/2006

Open Market Purchase

345,900

                   60.85

6/1/2006

Open Market Purchase

15,000

                   60.88

6/2/2006

Open Market Purchase

22,176

                   60.99

6/5/2006

Open Market Purchase

486,030

                   61.02

6/6/2006

Open Market Purchase

188,800

                   61.12

 

Transactions by BGO:

 

Date

Type of Transaction

Number of Shares

 Purchase Price Per Share ($) 

3/27/2006

Open Market Purchase

8,910

                      59.54

3/29/2006

Open Market Purchase

6,030

                      58.89

3/30/2006

Open Market Purchase

2,700

                      59.97

3/31/2006

Open Market Purchase

1,860

                      60.33

4/3/2006

Open Market Purchase

2,790

                      61.99

4/4/2006

Open Market Purchase

10,260

                      62.86

4/5/2006

Open Market Purchase

3,570

                      62.65

4/5/2006

Open Market Purchase

4,326

                      62.94

4/6/2006

Open Market Purchase

4,470

                      63.29

4/11/2006

Open Market Purchase

2,340

                      61.62

4/13/2006

Open Market Purchase

2,100

                      60.93

4/18/2006

Open Market Purchase

2,400

                      63.10

4/20/2006

Open Market Purchase

3,800

                      64.61

4/21/2006

Open Market Purchase

1,500

                      66.23

4/25/2006

Open Market Purchase

1,560

                      64.41

4/26/2006

Open Market Purchase

3,900

                      65.27

4/27/2006

Open Market Purchase

9,000

                      64.92

4/28/2006

Open Market Purchase

6,330

                      65.63

5/1/2006

Open Market Sale

2,500

                      66.78

5/2/2006

Open Market Purchase

6,300

                      67.70

5/3/2006

Open Market Purchase

1,512

                      67.83

5/4/2006

Open Market Purchase

25,340

                      68.51

5/8/2006

Open Market Purchase

12,348

                      69.91

5/15/2006

Open Market Purchase

9,212

                      62.72

5/16/2006

Open Market Purchase

1,652

                      63.40

5/18/2006

Open Market Purchase

19,572

                      61.31

5/18/2006

Open Market Purchase

14,000

                      61.23

5/22/2006

Open Market Purchase

1,050

                      57.18

5/22/2006

Open Market Purchase

180,000

                      58.15

5/23/2006

Open Market Purchase

1,792

                      59.21

5/23/2006

Open Market Purchase

75,000

                      60.30

5/24/2006

Open Market Purchase

9,645

                      58.47

5/24/2006

Open Market Purchase

75,150

                      58.84

5/25/2006

Open Market Purchase

448

                      58.83

5/30/2006

Open Market Purchase

47,340

                      58.97

5/30/2006

Open Market Purchase

12,600

                      58.87

5/31/2006

Open Market Purchase

152,236

                      60.52

5/31/2006

Open Market Purchase

7,840

                      60.76

6/2/2006

Open Market Purchase

8,624

                      60.99

 

 

 

CUSIP No.        105759104

13D

Page 10 of 10 Pages

 

 

 

Exhibit 2

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of June 7, 2006, is by and among Weiss Asset Management, LLC, Weiss Capital, LLC and Andrew M. Weiss (collectively, the "Weiss Filers").

 

Each of the Weiss Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $0.01 per share, of The Brazil Fund, Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Weiss Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Weiss Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Weiss Filers upon one week's prior written notice or such lesser period of notice as the Weiss Filers may mutually agree.

 

 

Executed and delivered as of the date first above written.

 

 

 

WEISS ASSET MANAGEMENT, LLC

 

By:

/s/ Andrew M. Weiss

 

 

Name: Andrew M. Weiss

 

 

Title: Managing Member

 

 

 

 

 

 

 

WEISS CAPITAL, LLC

 

By:

/s/ Andrew M. Weiss

 

 

Name: Andrew M. Weiss

 

 

Title: Managing Member

 

 

 

 

 

 

 

Andrew M. Weiss

 

/s/ Andrew M. Weiss